Adversary's Arms
by ghostboi
Summary: Doctor Octavius/Spiderman. Movie!Verse SM2 . One shot, PWP. Rated for angst, slashy type stuff, mild non!con & language. & robot-arm induced sex.type stuff! Whee mechanical.


Pairings: Spiderman/Doctor Octavius. Movie!Verse (SM2)  
Rating: Let's say NC-17 for slashy type stuff & language, a bit of non.con. & robot-arm induced sex.type stuff! Whee mechanical.  
Disclaimers: Spiderman & Doc Ock belong to Stan & Marvel; writing belongs to me.  
Prompts: Boredom prompted me to do this one. Er.. & a fascination with Doctor Octavius  
A/N: I had this posted on , but tis easier to keep up with when tis all on one site, so i'm moving it here. heh. It should be noted (maybe): it's been a long damn time since I've read any of the Spiderman comics (or watched the cartoons, for that matter). A long damn time. Second, Otto Octavius in this fic is based on the Doc Ock from the Spiderman 2 movie, appearance.wise (what can I say, I liked the actor). As I said, it's been ages since I've read or watched any of the series so you'll have to excuse any minor discrepancies (such as terminology for Doc Ock's mechanical.. parts). This is, after all, fiction. Heh.

The world was a blur when he opened his eyes. He blinked several times in attempts to focus on the face looming over him. His vision cleared and he found himself once again staring into the face of Doctor Otto Octavius.

Spiderman pulled hard at the shackles which bound him to the hard table on which he lay. Experimental movement found that his ankles were bound by a set of the cuffs as well. The metal shackling his wrists and hands were specially created to cover his wrists and hands completely, which made web-slinging impossible. He jerked hard again at the devices. He paused as Doc Ock laughed mirthlessly and informed, "Enforced titanium, Spiderman, adapted to withhold amazing amounts of force. Even you will have a difficult time freeing yourself from those."

He jerked again at the cuffs, uttering curses beneath his breath as he realized the man was right. His eyes fell on the scientist as Doc Ock moved to stand before what remained of the broken bay window. The man's back was to him and there was silence, until Spidey himself spoke wearily,

"Whatever you're going to do, Octavius, do it and be done. I'm tired."

His head fell back against the table's hard surface, his eyes on the ceiling above. He _was _tired. He ached, his body bruised and his mind weary. These constant battles took their toll after a while; he could use a night or two off.

"Tired," Octavius repeated the word, half-turning to glance at the hero bound to the table. He was still for a moment before he crossed the room, the actuators of two of his tentacle-like arms clicking on the tiled floor. He halted beside the table, near Spiderman's head, his eyes on the captive man. A heavy sigh escaped him and he removed his dark glasses to rub at his eyes.

"I'm tired as well, Parker." His hand dropped to his side and he stared down at the red-clad figure, head tilted. Finally he replaced his glasses and spoke again, "It grows wearisome, doesn't it? Fighting to keep your head above the water grows wearisome."

Spidey stared at him, silent - he couldn't argue the sentiment. It _did_ grow wearisome, sometimes.

"The world's an evolving place, an explosion waiting to happen. You, in your little costume -" The actuator -the "hands" and "fingers" of his mechanical arm- reached out to touch the arm of Spidey's suit (and whether he flinched or shivered as the metal 'fingers' slid down the length of it, he didn't know). "- Me, locked away in one lab or another.." The villain's voice trailed off for a moment, his lensed gaze on the remains of the bay window. He gave another soft, mirthless chuckle and shook his head, "We're not so unique in this world anymore, are we? Yet nothing changes. Devour or be devoured, fight or be destroyed." Another sigh, and Doc repeated his earlier words, "It grows wearisome."

The scientist glanced down at Spidey as he asked, voice close to a whisper, "Why keep doing it?" Doc Ock shrugged, "It's what I do. It's what you do. It's who we are, now. You have your morality and I have my visions and it's what drives us."

"No vacation package included, either," Spiderman muttered sardonically, dropping his head back to the table, "Can we get on with this or do you plan to talk me to death?"

"Always so confident that you'll come out on top, aren't you, Spiderman?" Doc moved to stand beside his head, fists clenched at his side. The masked hero jerked his head away as Doc reached out and grasped hold of his mask. Seconds later and the scientist-gone-villain was pulling it off and over his head, revealing his true identity.

Spidey cursed beneath his breath. It wasn't like Octavius didn't know his identity already -the man had known for nearly two years- but still.. He felt a little more vulnerable without his mask, his true face revealed.

A smirk touched the scientist's lips, "You don't look so confident now."

Spidey opened his mouth to speak; before he could utter a word, one of Ock's tentacles was hovering over his head, its 'fingers' a mere inch above his face. "I'm only too willing to rip out your tongue, Parker," the owner of said limb growled. Spiderman -Peter Parker- shot the man a side glance but wisely remained silent. His eyes followed the movement of a second arm as it snaked toward him; his eyes widened slightly and he pulled at the cuffs holding him as its metal fingers slid up the length of his torso. The actuator grasped the material of his suit almost carefully and pulled back suddenly (he was half worried it was going to take skin with it), ripping the spider emblem away. His eyes met the Doc's and he saw the man smirking down at him. The metal arm continued its task, ripping more of the material and revealing the toned, slim chest and stomach beneath it.

"That make you feel better about yourself?" the question was out before he could stop himself. He twisted his head away as the actuator above his face snapped closed, open, closed, in a menacing gesture. He flinched inwardly when those metal probes brushed against his left cheek; his flinch was visible as he felt metal brush up the length of his stomach. His eyes went to Doc and he found that the man was staring down at him still, but the smirk was gone.

Peter blinked, eyes widening a little, as the 'fingers' continued to trail up his stomach and chest. The touch, in spite of its source being a form of metal, was slow, deliberate, and surprisingly ..gentle. He glanced at Doc again, wide-eyed, as he realized that the touch was actually a caress, light and soft. Peter swallowed hard as two more of his adversary's tentacle-like limbs snaked their way along his torso, brushing him with touches that felt almost human. The actuator hovering above his face snaked lower, causing him to swallow hard again as it brushed lightly against his cheek.

"What --?" his voice was hardly a breath as he stared up at Doc; the caresses along his body were doing something to his senses (and he didn't mean only his spider-senses). The thought that it didn't feel half bad touched his mind but he immediately shoved it away, refusing to acknowledge such a thought. Doc leaned in closer and asked, his own voice barely above a whisper,

"It's lonely at the top of the world, Parker."

Lonely. That was a feeling the human spider knew far to well. Still, that didn't mean he wanted to happen what he thought was happening..

The barest hint of a smile ghosted Octavius's lips at the confusion, the _fear_, which briefly touched the bound hero's features. Their eyes locked as he sent one of his tentacles sliding down the length of the younger man's leg. The boy behind the mask looked as if he wanted to speak - protest, perhaps - but either he had nothing to say or couldn't find the words, for he remained silent. His eyes slid from Doc's to follow the paths being trailed along his body by metal and mechanics, and he jerked hard at the titanium cuffs holding him captive.

Doc leaned in closer, lips half an inch from his captive's ear, "Nothing to say, Spider?" "What-- Why--?" the young hero's questions trailed off as Doc sent an arm up the boy's chest and the metal brushed against his left nipple. The scientist chuckled, a low sound near his captive's ear, as he mentally noted the shiver that ran through the younger man. The chuckled died away as Spiderman muttered, "Maybe you should be jerking off in the bathroom with those metal hands, Octavius." Eyes narrowed, he glanced at the arm poised above Peter's chest; a moment later it was doing his bidding and the its metal 'fingers' were _very lightly_ clamping down on the captive's nipple. A smirk touched Doc's mouth as he heard the hero draw in a sharp breath. He applied a very slight bit of pressure, his eyes on the boy's face. Peter bit his lower lip, eyes closed. His entire body was tense. He opened his eyes to glance at Doc as the older man taunted softly, "What's the matter, Spider?" He swallowed hard and asked, voice low, "Why are you doing this?"

"It's lonely at the top," came the repeated sentiment of earlier.

Peter closed his eyes, attempting to shut out both the face hovering above him and the touches which caressed his bruised and aching body. He tried to fight down the sensations, the hardening of his body. It was _Octavius_ doing this to him, holding him hostage and .. The thought fell away, a shudder running through his body, as one of the tentacles brushed up his inner thigh. Shit this wasn't really happening..

"You're lonely," he was willing to risk the older man's wrath to stave off the arousal (because that's _really _what it was, wasn't it?) Ock's touches were causing, "so you're going to tie me up and - what? Molest me? Rape me? What?"

Octavius straightened to his full height, the touches on the hero's body stilling. "I'm no rapist," the man's voice was low. His eyes met the web-slinger's and a slight smile touched his lips, "I have no intentions of doing something so atrocious to you, boy. I'm merely.. experimenting."

Peter silently cursed that his attempts to dissuade the man had failed, as the caresses along his body started again. He jerked in surprise as one particularly curious arm snaked up his inner thigh and brushed his groin. His entire body tensed as the metal 'fingers' of the actuator began to explore that area of his body, the touches light, soft, close to human. He fought the realization that those touches felt _good_, that his body was responding to them, hardening beneath them. Another silent curse beneath the breath; he didn't know how to react to what was happening. He didn't know how to get out of this. Worse than that, he was no longer certain he wanted to.

Doctor Octavius studied his captive, a little fascinated with the reactions his touch was eliciting from the boy. Oh, he knew Parker didn't really _want_ what was happening, but that didn't stop his body from reacting. He saw the boy's eyes slide closed, lips slightly parted. He saw the rise and fall of his chest quicken along with his breathing. He felt the way the hero's body tightened beneath his exploring (metallic) touches.

"Didn't know you were attracted to men, Doc," Spiderman's ribbing comment was breathless.

"I'm attracted to the mind, Parker," Doc replied evenly, eyes noting every reaction from the younger man, "Yours happens to be brilliant."

"So this is-" the question was interrupted by a sharp intake of breath as the metal fingers trailed up his groin to brush his spandex clad cock. He knew this wasn't right, he was (literally) in the hands of his enemy, but no matter how his mind was railing against it, his body was letting him know that it felt _good_, even if he didn't want it to.

Doctor Octavius, for his part, had fully intended to put Spiderman out of commission for good when he brought him here and bound him to the metal table. He found Parker's mind refreshing and had liked the boy quite well before his discovery that Peter was Spiderman, but this was now one of his biggest adversaries, his nemesis, one he often times hated with passion. Why he had started what he had started here tonight, he wasn't certain. It had been a long time, a _long_ time, since he had touched another person like this, had felt the desire to touch anyone in any way. No, he wasn't a rapist, he had no intention whatsoever of doing _that_. Still, did it reason what he was doing? Did it excuse what he was doing? He knew it didn't, yet as he watched the bound hero's lean hips arch against the metal of his exploring limb, he found he didn't want to stop. He bid the metal arm at the younger man's groin do his bidding, and it obeyed.

Peter bit his lower lip and stifled a low moan as the actuator at his crotch slid slowly up the length of his hardening cock. Damn, wasn't this embarrassing? He hadn't ever thought he would be in a situation such as this one, with his body manipulated in _pleasurable_ ways by his enemy. He was waiting for the proverbial axe to fall and he knew he should be searching for a way to free himself. The thoughts kept fleeing his mind as Doc's ministrations distracted him. Peter's eyes flew open as he felt metal at his waist, and then the pants to his suit were sliding down his hips and legs. His eyes flew to Octavius -the man was staring at him, eyes unreadable behind the dark-lensed glasses he wore.

"St-" the word was left in the air, unfinished, as metal brushed against his bare skin.

A shudder ran through his lean body as the fingers of the mechanical arm closed around his now-erect member. The metallic grip was firm but not overbearing.

"Fuck," the word was a breath from Peter's lips. He couldn't believe this was really happening, couldn't believe he was actually lying here beneath the hands of Doctor Octavius, mostly naked and hard. He jerked against at the devices binding and covering his hands, strained until his already aching shoulders hurt. This had to stop, and now..

Doctor Octavius watched Peter's futile struggles, both against the bindings that held him captive and within himself. The mixture of emotions playing across the young man's face both intrigued him and gave him more insight into what was taking place in the boy's head.

"Good and evil, Parker," the words were spoken almost absently as he stared down at Peter, "Where should the lines be drawn?"

"Octavius, please," his turned his eyes to the scientist looming over him, pleading with the other as a man, not some superhero, "_Please.."_

"_Please?_ Please release you?" metal slid up the captive's chest, mechanical fingers toyed with a nipple, "Please continue? What are you asking for?" This game had become psychological as well as physical.

"I-.." Peter hesitated, distracted by the touches, "I- please .." The words halted and coherent thought left him as the metal surrounding his rigid cock began to stroke him. Slow, calculated strokes which had his cock hard, throbbing. He tried to bite back a low moan but wasn't completely successful.

Octavius raised a hand -one of flesh- toward the young man on the table. His eyes fell on it and he saw himself shaking slightly; he drew back, stared down at his hands. He had caused so much damage since the accident that had wielded his mechanical arms to his spine. His life was the opposite of what it once was, he wasn't the man he once was and he was tired, so tired.. He clenched his hands into fists, dropping them at his sides. He was who he was and he couldn't change the past, he could only continue into the future.

His eyes returned to Peter as he heard something akin to a whimper from the young man. A slight smirk touched his lips as he realized the reason: his thoughts, his momentary angst with himself, had caused the metal stroking the boy to tighten its grip. He bid the metal grip to loosen and it obeyed, resuming the firm yet gentle stroking.

Doc again raised a hand; this time he brushed it against Peter's cheek. The young man's eyes fluttered open for a moment, then slid closed again. "It's amazing," he murmured as he trailed a fingertip down the young hero's cheek, "how even the most brilliant mind can succumb to the whims of the body." Peter's eyes opened again -there was a strange kind of desperation mixed with yearning in them- and he pulled at the shackles which held him prisoner. Doctor Octavius stared at him for several moments before drawing his hand away and reaching into the pocket of the leather overcoat he wore. His fingertips toyed with the hard plastic card in the confines of the pocket for a moment, then he pulled it forth. His eyes traveled the length of Peter's form -it wasn't an unpleasant sight, seeing the wall-crawler bound and naked, at his mercy. A frown touched his lips, this wasn't who he was. Mind made up, he reached up and swiped the plastic card -a keycard- along the length of the device that held the other man's hands. Several tiny, red lights along the length of the collar blinked to green; a moment later, there was a slight clicking sound and the shackles fell opening, releasing their hold on their prisoner. Another second later and those around the ankles fell open as well.

Doctor Octavius stepped back away from the table. His mechanical limbs slowly, almost lazily, drew away from the man on the table, sliding up the length of his body. Last caresses before pulling away from the boy. He watched as Peter opened his eyes, blinked several times. Realizing he was free, he raised himself on one elbow and glanced at the scientist. Doc saw the flush which crept up the young man's face, watched him jerk up the pants to his suit and sit up on the table. The wall-crawler shot him a look of confusion before sliding off the table. He hesitated, wary of attack, what remained of the top to his suit hanging in tatters from his lean frame. Doctor Octavius raised his hands, palms up -the tentacles imitated the gesture- and shot the other man a slight smile.

Peter turned and took a staggering step toward the bay window; his earlier fights and his time bound to the table had taken their toll. He froze as two of Octavius's metal arms slid around him, halting him.

"Wouldn't want to forget this."

A third arm snaked around him and he saw his mask hanging in its metal grip. He reached out and took it, and all three tentacles drew away.

Doc Ock watched as Peter drew the mask on over his head, then half-staggered toward the window. A moment later the wall-crawler was running; he dove out the window and plummeted, momentarily disappearing from sight. Doc crossed to stand next to it, his eyes searching the dark. He saw a blur shoot by the window; Spider-man was webbing away from the building. He watched until the boy was gone from his sight and then he watched a while longer.

Perched on a rooftop half-way across the quiet city, Spiderman sat motionless, his mind running over the night's events. He didn't understand what had taken place in Doctor Octavius's lab tonight and he didn't like how he had reacted to it. He didn't like that he could still feel those metal caresses on his body and that the memory made him half-hard. He thought about going home, if only to change his costume, but realized he didn't want to go home to an empty apartment again. Doctor Octavius's words from earlier - "It's lonely at the top" - echoed in his head and he couldn't deny the truth in them.

"Fuck," the word was a breath of air in the night.


End file.
